Restricted stock grant to Sunrise Realty (SUNS) executive chairman Tannenbaum

Rhea-AI Filing Summary

Sunrise Realty Trust Executive Chairman Leonard M. Tannenbaum reported an acquisition of 13,384 shares of common stock on February 19, 2026 as a restricted stock grant under the company’s stock incentive plan at a price of $9.34 per share.

The restricted stock will vest over a three-year period, with approximately 33% vesting on each of the first, second and third anniversaries of January 2, 2026, subject to early termination and adjustment under the grant agreement. Following this grant, Tannenbaum directly holds 3,024,610 common shares.

The filing also lists several indirect holdings, including shares held by the Tannenbaum Family Foundation, family trusts, a UTMA custodial account for his son, and shares held by his spouse. For these indirect positions, Tannenbaum disclaims beneficial ownership except to the extent of any pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

TANNENBAUM LEONARD M

(Last) (First) (Middle)

525 OKEECHOBEE BLVD

SUITE 1650

(Street)

WEST PALM BEACH FL 33401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sunrise Realty Trust, Inc. [ SUNS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/19/2026		A		13,384(1)	A	$9.34	3,024,610	D
Common Stock								585,681	I	See footnote(2)
Common Stock								15,000	I	See footnote(3)
Common Stock								1,000	I	By reporting person as UTMA custodian for son
Common Stock								58,958	I	See footnote(4)
Common Stock								46,516	I	Held by spouse(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock granted under the Issuer's Stock Incentive Plan and shall vest over a three-year period with approximately 33% vesting on each of the first, second and third anniversaries of January 2, 2026, subject to early termination and adjustment as provided in the applicable restricted stock grant agreement.

2. These shares are held by the Tannenbaum Family Foundation (formerly known as the Leonard M. Tannenbaum Foundation), for which the Reporting Person serves as the President. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

3. These shares are held by the Sunny 5 Irrevocable Trust for benefit of certain members of the Reporting Person's family, for which Jeffrey Boccuzzi is a Co-Trustee. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

4. These shares are held by the Tannenbaum Family 2012 Trust for benefit of certain members of the Reporting Person's family, for which Jeffrey Boccuzzi is a Co-Trustee. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

5. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Brandon Hetzel, as Attorney-in-Fact	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Leonard Tannenbaum report in this Form 4 for SUNS?

Leonard M. Tannenbaum reported receiving a grant of 13,384 shares of Sunrise Realty Trust common stock. These are restricted shares awarded under the company’s stock incentive plan, not open-market purchases, increasing his directly held position while subject to multi-year vesting conditions and potential adjustments.

At what price was the Sunrise Realty (SUNS) restricted stock grant valued?

The restricted stock grant to Leonard Tannenbaum was valued at a price of $9.34 per share. This price is used for reporting the award, reflecting the grant-date fair value, rather than representing a market trade or a cash transaction executed in the open market.

How will Leonard Tannenbaum’s SUNS restricted stock vest over time?

The restricted shares will vest over three years, with about 33% vesting on each of the first, second, and third anniversaries of January 2, 2026. Vesting remains subject to early termination and adjustment based on the terms of the restricted stock grant agreement.

How many Sunrise Realty Trust shares does Tannenbaum own directly after this filing?

After the reported restricted stock grant, Leonard Tannenbaum directly holds 3,024,610 shares of Sunrise Realty Trust common stock. This figure reflects only his direct ownership and is separate from various indirect holdings disclosed through family-related entities and accounts in the Form 4.

What indirect SUNS holdings related to Leonard Tannenbaum are disclosed?

The Form 4 lists indirect Sunrise Realty Trust holdings via the Tannenbaum Family Foundation, two family trusts, a UTMA custodial account for his son, and shares held by his spouse. For these positions, Tannenbaum disclaims beneficial ownership except to the extent of any pecuniary interest he may have.

Does Leonard Tannenbaum buy or sell SUNS shares in the market in this Form 4?

This Form 4 does not report open-market buying or selling by Leonard Tannenbaum. It shows a grant of restricted common stock under the company’s stock incentive plan, along with updated direct and indirect ownership positions, rather than discretionary purchases or sales in the public market.